Consolidations, Mergers, Sales of Assets. (a) Consolidate with or merge into any other person, or permit another person to merge into it, except that, so long as at the time thereof and immediately after giving effect thereto no Event of Default or Default has occurred and is continuing, (i) any Material Subsidiary may be merged, liquidated or dissolved into the Borrower or into another Material Subsidiary and (ii) any other person may be merged into the Borrower or a Subsidiary in a transaction in which the surviving person is the Borrower or a wholly owned Subsidiary and, in the case of any transaction in which the consideration (other than equity interests of the Borrower) paid by the Borrower and the Subsidiaries has an aggregate value in excess of 10% of Consolidated Net Tangible Assets as of the most recently ended fiscal quarter, the Borrower has submitted to the Administrative Agents calculations reasonably satisfactory to the Administrative Agents showing pro forma compliance with the covenants in Sections 6.04 and 6.05 assuming that such transaction had occurred at the most recent fiscal quarter end for which financial statements shall have been delivered pursuant to Section 5.05 (in the case of Section 6.04) or at the beginning of the period of four fiscal quarters ended on such date (in the case of Section 6.05).
Consolidations, Mergers, Sales of Assets. (a) Consolidate with or merge into any other person, or permit another person to merge into it, except that, so long as at the time thereof and immediately after giving effect thereto no Event of Default or Default has occurred and is continuing, any Subsidiary (other than Millennium America, Millennium GP or Millennium LP) may be merged, liquidated or dissolved into Millennium America or another wholly owned Subsidiary (except that no Domestic Subsidiary shall be merged into or consolidated with a Foreign Subsidiary).
(b) Sell, lease, transfer or assign to any person or otherwise dispose of (whether in one transaction or a series of transactions) assets representing all or substantially all the assets of Millennium and its Subsidiaries taken as a whole (whether now owned or hereafter acquired).
(c) Sell, lease, transfer or assign to any person (other than to Millennium or a Subsidiary) or otherwise dispose of assets (other than loans or exchanges of inventory, spare parts and equipment in the ordinary course of business), whether now owned or hereafter acquired, other than for consideration at least 75% of which consists of cash or cash equivalents, except that in the event all the Equity Interests in Equistar owned directly or indirectly by Millennium shall be sold, a portion of the consideration for such sale may consist of an assumption by the purchaser of the obligations of Millennium America under the Equistar Guarantee. For purposes of this Section 6.05(c), cash shall be deemed to include securities received by Millennium or any Restricted Subsidiary (as defined in the Indenture) from the transferee that are converted, sold or exchanged within 30 days of receipt by Millennium or such Restricted Subsidiary into cash to the extent of the cash received.
(d) In the case of Millennium or any Domestic Subsidiary, sell or transfer any assets (other than (i) sales or transfers in the ordinary course of business and (ii) other sales and transfers of assets with an aggregate fair market value for all such sales and transfers not to exceed US$2,000,000 annually) or any Equity Interests in any Subsidiary or in Equistar, to any Foreign Subsidiary or subsidiary of a Foreign Subsidiary.
Consolidations, Mergers, Sales of Assets. (a) In the case of a Loan Party, consolidate with or merge into any other person, or permit another person to merge into it, except that, so long as at the time thereof and immediately after giving effect thereto no Default has occurred and is continuing, (i) any Subsidiary may be merged, liquidated or dissolved into the Borrower or into any other Loan Party in a transaction in which the surviving person is the Borrower or such Loan Party and (ii) any other person may be merged into the Borrower or any other Loan Party in a transaction in which the surviving person is the Borrower or a wholly owned Loan Party and, in the case of any transaction in which the consideration (other than equity interests of the Borrower) paid by the Borrower and the Material Subsidiaries has an aggregate value in excess of 10% of Consolidated Net Tangible Assets as of the most recently ended fiscal quarter, the Borrower has submitted to the Administrative Agents calculations reasonably satisfactory to the Administrative Agents showing pro forma compliance with the covenants in Sections 6.04, 6.05 ---- ---- and 6.
(b) In the case of the Borrower, sell or otherwise dispose of all or substantially all of its assets (determined on a consolidated basis) to any other person or persons.
(c) Make any Asset Sale (other than a Securitization Transaction) unless (i) the consideration therefor is not less than the fair market value of the related asset (as determined in good faith by a Principal Financial Officer of the Borrower), (ii) the consideration therefor consists solely of cash or cash equivalents and notes and equity securities and at least 75% of the aggregate consideration received by the Borrower and the Material Subsidiaries with respect to such Asset Sale is in the form of cash or cash equivalents received at closing and (iii) if such Asset Sale involves a sale of Collateral, the Collateral Coverage Test is met after giving effect thereto.
(d) Enter into a Securitization Transaction unless (i) the aggregate outstanding amount at any time of the accounts receivable sold pursuant to all Securitization Transactions by the Borrower and the Material Subsidiaries does not exceed $200,000,000, (ii) the consideration therefor consists solely of cash or cash equivalents and notes and equity securities and at least 70% of the aggregate consideration received by the Borrower and the Material Subsidiaries with respect to such Securitization Transactions is in the form of cash or cash equ...
Consolidations, Mergers, Sales of Assets. None of the Issuers will, or will permit any other Credit Party to, wind up, liquidate or dissolve its affairs or enter into any transaction of consolidation or merger with or into any other Person; sell, lease, assign, transfer or otherwise dispose of, directly or indirectly (or agree to do any of the foregoing at any future time), all or any part of its property or assets or any of the Collateral; or enter into any partnership, joint venture or sale-leaseback transaction, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) of any Person, except that, subject to Section 4.3 hereof:
(i) The Credit Parties shall be entitled to sell, transfer, lease or otherwise dispose of not more than 5% of the combined Total Assets of the Credit Parties in any 12-month period; provided, however, that if the proceeds of any such sale, transfer, lease or disposal are retained by the Credit Parties in investments approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed), the Credit Parties shall be entitled to sell, transfer, lease or otherwise dispose of not more than 15% of the combined Total Assets of the Credit Parties in any 12-month period;
(ii) Capital Expenditures by each of the Credit Parties shall be permitted to the extent not in violation of Section 8.4;
(iii) Each of the Credit Parties may, in the ordinary course of business, sell, lease or otherwise dispose of any assets which, in its reasonable judgment, are no longer useful in the conduct of its business, provided that the aggregate sale proceeds of all assets subject to such sales or other dispositions shall not exceed the equivalent of U.S.$250,000 in any fiscal year;
(iv) Investments may be made to the extent permitted by Section 8.5;
(v) Each of the Credit Parties may lease (as lessee) real or personal property; and
(vi) Each of the Credit Parties may make sales of inventory in the ordinary course of business;
(vii) The Credit Parties may enter into the transactions contemplated by Section 7.19; and
(viii) The Credit Parties may enter into Restructuring Transactions, to the extent permitted pursuant to Section 11 hereof. Notwithstanding anything contained in this Agreement to the contrary, (i) none of the Credit Parties will transfer, convey, assign, lien or otherwise encumber an...
Consolidations, Mergers, Sales of Assets. Borrower shall not, and Borrower shall not permit any of its Subsidiaries to, (a) consolidate or merge with or into any other Person or (b) sell, lease, abandon or otherwise transfer all or any material part of its assets to any Person, in one or a series of related transactions, other than the sale of assets singly or in bulk in the ordinary course of its business; provided, that: (i) in connection with Borrower's direct or indirect acquisition of any Acquired Business, (A) any Subsidiary of Borrower may merge with or into or consolidate with the Entity owning that Acquired Business and (B) that Entity may merge into Borrower; (ii) any Subsidiary of Borrower may merge with or into, consolidate with or transfer all or any part of its assets to Borrower or any other Subsidiary of Borrower; (iii) ADCOT, Inc. may dispose of its discontinued retail appliance store operations and properties; and (iv) Hession Plumbing Company, Inc. xxx xispose of its operations in Mooresville, Indiana, as contemplated by the Acquisition Agreement relating to such Acquired Business.
Consolidations, Mergers, Sales of Assets. The Borrower shall not, nor shall it cause, suffer or permit any of its Subsidiaries, to consolidate with or merge into any other Person.
Consolidations, Mergers, Sales of Assets. The Borrower will not dispose of all or substantially all of its assets and not combine or consolidate with or merge into, any other entity, or sell, lease (excepting that certain existing lease of the project to Xxxxxx Foods Company) or otherwise transfer all or any substantial part of its assets to any entity, without the prior written consent of the Bank. It is hereby expressly agreed that any disposition of the Project in violation of this subparagraph
Consolidations, Mergers, Sales of Assets. The Borrower will not dispose of all or substantially all of its assets and not combine or consolidate with or merge into any other entity, or sell, lease or otherwise transfer all or any substantial part of its assets to any entity, without the prior written consent of the Bank. It is hereby expressly agreed that any disposition of the Project in violation of this subparagraph (b) shall be deemed an Event of Default hereunder and shall be ineffective to relieve the Borrower of its obligations under this Agreement. Nothing in this subparagraph (b) shall affect any provision of the Related Documents to which the Borrower is a party which require the consent of the Bank or the Trustee as a precondition to the disposition of the Project.
Consolidations, Mergers, Sales of Assets. Borrower shall not, and Borrower shall not permit any of its Subsidiaries to, (a) consolidate or merge with or into any other Person or (b) sell, lease, abandon or otherwise transfer all or any material part of its assets to any Person, in one or a series of related transactions; provided that: (i) in connection with Borrower's direct or indirect acquisition of any Acquired Business, (A) any Subsidiary of Borrower may merge with or into or consolidate with the Entity owning that Acquired Business and (B) that Entity may merge into Borrower; and (ii) any Subsidiary of Borrower may merge with or into, consolidate with or transfer all or any part of its assets to Borrower or any other Subsidiary of Borrower.
Consolidations, Mergers, Sales of Assets. Creation of Subsidiaries 85 Section 7.9. Purchase of Assets; Investments 86 Section 7.10. Transactions with Affiliates 86 Section 7.11. Amendments or Waivers 86 Section 7.12. Fiscal Year 86 Section 7.13. Capital Expenditures 87 Section 7.14. Lease Limits 87
